Title : SWAT Carnage By : Glen Battilana NOTE : For those who haven't read the first part. "Web of SWAT kats." This is taken off the animated cartoon series. ===================================================================== ======== The story so far....... The Green Goblin, repaired Dr Ohn's Time Dilation Accelerator and escaped from his prison in Limbo, only to end up in Megakat City. After a brief fight with the SWAT kats, both the Goblin, and the SWAT kats ended up in New York. After a brief introduction, the SWAT kats befriended a local hero named Spider-man. Meanwhile, the Green Goblin made a deal with Kingpin, but the crime lord had other things on his mind. Breaking out the Hobgoblin, and recalling the Insidious Six, they captured the SWAT kats, Spider-man, and the Green Goblin. After a short battle, the bad guys were all defeated, or so they thought. It turned out that the Green Goblin had faked the whole thing of being captured, so that he could get into Crime Central, and let in Silvermane, and Smythe. Things didn't go so smoothly, and in the end, everyone was defeated, and the SWAT kats were about to go home, when T Bone was attacked by the Carnage symbiote, and it bonded with him. He then leapt into the open porthole into Megakat city, followed by Spider-man, and Razor. Before racing of to try to defeat Carnage, Spider-man and Razor went to recruit help in order to defeat Carnage, choosing Kraven the Hunter, Black Cat, Scarlet Spider, and Venom. Now, Carnage is lose in Megakat city to do what ever he wants. And now, on with the show... ===================================================================== ======== Spider-man looked out of the cockpit of the Turbo kat, and looked at the city below him. It reminded him so much of home. He then looked back at Razor, who was flying the jet. "Ya know Razor." Spider-man said. "I've been in this world for only an hour now, and already I'm starting to feel a little home sick." It was night time now, and Razor suggested that they head home, and get some rest before they try to tackle Carnage. A plan Spider-man agreed with. He then thought about M.J. She didn't know what had happened to him, he hoped that she would be all right, after all, M.J.'s a big girl, she can look after herself. "We're here." Razor said, pushing a button on a small remote control. Spider-man looked out thought the front of the jet. Just in time to see a large metal plate, slide open to reveal a runway, going under ground. "Cool." Spider-man said, looking around at the hanger, when the jet had come to a complete halt. His jaw nearly fell of when he saw the whole, of the hanger. "How much did this all cost?!" He cried. "Nothing." Said Razor. "Chance and I salvaged it all from the junk yard. It took some time to repair it all, but it was worth it." Spider-man just marveled at the sight of it all. "Shouldn't we let out your friends now?" Spider-man suddenly remembered. "Oh yea, we should, shouldn't we." Razor walked over to the cockpit of the Turbo Kat, and pressed a button. "You can come out now." He said, as the bomb bay doors opened. "Were home." "Finally." Kraven said, as he dropped out of the hole in the bottom. "I was beginning to get a cramp in there." The Cat jumped out next. "Nice place you got here Razor." She said. "It beets Blades Warehouse." The Scarlet Spider and Venom both jumped out next, they didn't say a word. Razor yawned. "Any way." He said. "We might as well get some rest. We're going to need all the rest we can get, if we're going to stop this Carnage guy you keep talking about." Spider-man remembered what had happened to poor T Bone back at Crime Central. He couldn't stop thinking about what he'll do in this world, Carnage had been unpredictable in his world. What would he be like now. He followed Jake up the hanger ladder into his house. "Nice place ya got here Jake." He said. Jake smiled "Thanks." He said. "Chance and I try to keep it as clean as possible." He then mentioned Spider-man to come up stairs. "You can sleep in Chance's room tonight." Jake said. Spider-man smiled under his mask. "Thanks." Spider-man said, and when all the others were making themselves comfortable down stairs, he took of his mask. They all went to bed, thinking about T Bone. Megakat City Docks... Five figures stood inside one of the factories, a sixth one sat in a chair, surrounded by two figures, one with four long arms. They were all standing in a circle looking at each other. "I must say." said Dark Kat. "This is rather odd. Doing a deal with an enemy of mine." "Take a good look at him Dark Creep." Molly Mange said sarcastically. Mac also decided to butt in. "Yea I mean, he kinda looks ugly." "Not as ugly as our new partner over there." Molly said, pointing over to a rather large figure, sitting on a chair. "I'll let that comment pass for now, Miss Mange." The Kingpin said. "However, I'm more interested in what our new friend has to say." The fourth figure moved into the light. Eye's glowing. "Are you sssure you three want to make a deal with thisss SSSWAT kat?" Viper hissed. "I mean, it could be a trick." SWAT Carnage then butted in. "Hah." He cried out. "You four could never work together as a team. Why do you think we kicked your tails all the time." The four villains growled under their breaths. He was right. "So you think working together as a team, we'll conquer Megakat city?" Dark Kat said, rubbing his chin. "Exactly." SWAT Carnage said rubbing his paws, with glee. "But I'll need to teach you all about working together. We'll start with a small crime." He then began to tell the details of his plan to the five villains. Spider-man woke up from a good nights rest. He looked out the window at the city. God it was beautiful, he thought. Then he remembered why he was here. He went down stirs to see Jake watching T.V. "So." Peter said to Jake. "Should we Look for him, or let him look for us?" Jake shrugged. "I suggest that we wait." Jake said. "I mean, if we go out looking for him. Were do we start?" Peter thought for a moment. "Your right." He said. He sat down. "So, anything interesting on T.V.?" "Not right now." Jake said. "I was watching to see if there was any news of Chance." Peter sat down next to Jake and watched what was on. "What's this?" Peter asked. "This is David Litterbin." Jake said. "It's a rerun of last night's show." Peter frowned. "David Litterbin?" He said. "There's a show back on my world, called David Letterman." Jake was silent for a moment. Then went back to watching the show. Feral was working in his office when the phone rang. He picked it up. "This is Feral." He said. "What's the problem?" His nieces voice floated though from the other side. "Uncle." She said. "The Metallikats are robbing the Megakat Savings bank." Feral then got up. "I'm on my way Felina." He said, slamming down the phone. Felina put down her radio, and looked at the scene below her from her helicopter. A huge ship was hovering above the bank. The Enforcers couldn't get at it because of it's force field, that it was casting over the ship, and the bank. They were helpless. Inside, the Metallikats were cleaning out the vault. "Viper's fungus eaters ate thought that vault door, like paper." Mac laughed, stuffing another bag full of money. "Like clock work." Viper hissed. "Everything isss falling into place." Viper tossed another bag of money to one of Dark Kats creeplings, who ran of towards the ladder, screeching all the way. "This plan is working out perfectly." Dark Kat said, from across the room. "It appears that the SWAT kat was right. By working together, we can accomplish anything." All Four villains laughed. Suddenly, they were all interrupted by the sound of a jet, coming towards the bank. "Sounds like we've got company." Molly said, looking out the door. Dark Kat smiled. "Well." He chuckled. "It appears that we'll get a chance to perform back up plan A." He then turned to the Metallikats. "Mac, Molly." He said. "go out to the front and welcome our visitor. You know what to do." The Metallikats nodded, and walked out the front door. "Whoa." Spider-man said, looking out the cockpit at the ship, hovering just over the bank. "Impressive." "The Enforcer's said that the Metallikats are inside." Razor said bringing the jet over to a near by building to land. "But that ship looks like something Dark Kat dreamed up." They landed on the roof, and they got out. "Looks like you'll get a chance to be a hero in my world Spider-man." Razor said with a smile. "Good." Spider-man said. "I was hopping for a new challenge. Even thought it's inter dimensional." "Bah!" Venom cried out, as they climbed out of the jet. "Why are we wasting our time with these petty thieves, when we could be looking for Carnage?!" "Brock." Spider-man said. "Were all hero's. We just can't sit back and let this happen, your just going to have to go along with our plan." Venom didn't want to here it. "Stop calling me that! My name is Venom!" He cried out. "And besides, in case you haven't realised, I'm not one of your costumed clowns.." "Venom, please?" Spider-man started. "Shut up wall crawler!" Venom cried out. "We have no time for this, we're going to find Carnage, with or without your help." And with that, Venom fired a web line, and swung off, looking for Carnage. "Damn!" Spider-man said. "Well. Looks like it's just us five." Spider-man said to the group. "Should we follow Venom, in case he gets himself into trouble?" Black Cat suggested. "Good thinking Cat." Spider-man said. He then turned to Kraven. "Kraven, do you think you could follow Venom, without him knowing it?!" Kraven smiled. "Dose the lion have a main?" Spider-man smiled. "Just make sure he doesn't get himself into any trouble." Kraven nodded, then he leapt after Venom, hot on his trail. "Now it's just the four of us." Razor said. "I hope we can all take them on." "You've never seen us in action." Cat said. Just then, the force field turned off, and the Metallikats entered the scene. They sprayed the area with laser fire, eliminating all the tanks trained at them. "Gee." Spider-man said. "They sure didn't last long." "Guess it's up to us now, hay Spider?" Cat said. "Come on." Razor said, jumping over the side of the building. "We gotta go save them." Spider-man was about to question why Razor jumped, when he shouted something about a Delta Pack, and a Hang glider appeared out of his back pack, and he sailed down into the streets. Spider-man shock his head. "I gotta get me one of those." He said, firing of a web line, and swinging down to the streets, with the Scarlet Spider, and the Black Cat close behind. Mac and Molly, looked around at the wounded Enforcers lying on the ground, moaning. "I was hopping they'd give up much more of a fight." Mac said. "They can't." said a formula voice. "But I can." They looked up to see Razor fly kick them both in the face. The Metallikats went sailing into the wall. "Ohhhh." moaned Mac. Razor aimed his glovatrix at the Metallikats, and fired, sticking them to the wall. Razor smiled. He had Spider-man to thank for that idea. Suddenly, something slimy picked him up from behind. "Sorry to disappoint you SSSSWAT kat." Viper hissed. "How do you like my newessst creation?" Razor managed to pull his head free and land back on the pavement, to see something that looked like a cross between an octopus, a kat, and a Mushroom. "Ewww." Razor said aiming his glovatrix at the creature. However, this thing was faster than he was. It grabbed his arm and picked him up and proceed to strangle the life out of him. Suddenly, he found that he could breath again. He looked over at Viper's creature, to see Spider-man swinging it around in circles by one of it's tentacles.. Spider-man then let go of the creature and let it splatter against a wall. Spider-man, the Scarlet Spider, and the Black Cat stood before the three villains. "You'll pay for that." Viper hissed, swing his tail at Spider-man. Spider-man just laughed. "That old trick." He said jumping the tail, and catching it. "You remind me of the Lizard you know that." He then proceeded to do the same thing to Viper like he did to his creature, and thought him into the same wall, knocking him out. "Thanks Spider-man." Razor choked. Spider-man turned around to face him. "Any time Razor." He said. "Who's this freak?" Mac's voice interrupted behind them. The two of them turned to see the Metallikats free of the wall. "Your friendly Neighborhood Spider-man at your service." Spider-man said crossing his arms. "Spider-what?" Molly said. "Spider-man?!" Mac said. "Hay Molly." He said to her. "Do you think that's the guys who the Kingpin told us about?" Molly thought for a moment. "I think you could be right." "Did you just say, Kingpin?" Spider-man asked. Mac smiled, aiming his gun at Spider-man and firing. Spider-man jumped out of the way, and onto the wall. The Scarlet Spider who was behind Spider-man then raised his fist and fired three small web balls at Mac. The Black Cat leapt thought the air, dodging the gun fire from Molly, and landed a kick right in her chest, sending her slamming into the wall. Mac was hit by the three web balls, and they bean to expand all over him, covering him with web. This surprised the Metallikats who never saw anything like this before. "How did they do that?" Mac said, staring at Spider-man, the Scarlet Spider, and the Black Cat. "Oh it's easy once you've been bitten by a radioactive spider." Spider-man said, webbing Molly to the wall. He called over to Razor. "It's o.k. Razor." "No, it's not o.k. Look!" Razor pointed to the Metallikats, who were tearing themselves free of the wall. "That wasn't nice." Mac growled. "I'm going to tear them limb from limb." Molly said, brandishing her claws. "Your welcome to try." The Scarlet Spider said, raising his fists again. Suddenly his spider senses kicked in, and a green tail smashed into his back, sending him flying. "He's mine." The Cat shouted, as she leapt at Dr. Viper. "Your welcome." Viper said, as he swung his tail again, knocking the Cat out of the air. "Ofph!" Cat cried out, as she landed on the ground. She got up, and looked at Viper. "Good." She said. "But not good enough." She twisted, as he swung his tail at her again. "Looks like we've got the robot's." Scarlet Spider said to Spider-man, as the Metallikats raised their guns. "Fine by me." Spider-man said, as he and the Scarlet Spider, both dodged the blasts. "Hold still blast it!" Mac cried out, as he tried to shot Spider-man. "But if I do that, you'll kill me." Spider-man said, firing a web line at Mac's front. He then somersaulted over the robot and landed behind him. "And if you don't mind…" He yanked hard on the line. "….I'd like to keep it for a little while longer." Mac was brought sailing over Spider-man's head, and into a brick wall. "Wha?!" Molly cried out, as she saw Mac slammed into a wall. This distraction was what the Scarlet Spider needed, to leap though the air, and fire some web, over Molly's eyes. "Aarrggghhh!" She cried out in frustration, and began firing her gun in all directions. "Whoa!" The Scarlet Spider said, as he narrowly dodged a blast. "You ought put that thing down ---" He landed in front of her, and picked her up off the ground. "--- before you hurt some one." Molly screamed as she was thrown into the same wall as Mac. "That's that." Spider-man said, as he dusted of his hands, looking at the sparking robots lying on the ground. "Yeah that's them down." The Scarlet Spider said. "But what about ---" They both ducked as Dr. Viper was thrown past them, slammed into the wall, and slid down next to the Metallikats. "The Doc?" Cat said, as she came up from behind them. She rested her left elbow on Spider-man's shoulder. "Already taken care off." "Hay Razor!" Spider-man called out as Razor walked over to them. "Use that Cement thingy on them." Razor just looked at the three figures lying on the ground. "I don't think they're going anywhere too soon." He said. "We make quite a team, hay Spider." Cat said, rubbing his arm. "Viper and the Metallikats working together?" Razor said. "This is serious." Spider-man looked at him. "Well." He said. "It appears that while you were gone. Something big was being planned." "Indeed it was, Spider-man." A voice interrupted from behind them. They both turned around to see Dark Kat standing in the door way, surrounded by some of his creeplings. "And who are you meant to be." Spider-man said looking at Dark Kat." The ghost of Christmas future?" Dark Kat frowned. "I am Dark Kat Spider-man." He said. "And you've interfered with my plans for the first, and last time." "I've heard that comment before." Spider-man said. "You know, you remind me of the Kingpin." "The Kingpin warned me of you." He said. "He said you'd be trouble." "There you go again." Spider-man said. "Is the Kingpin on this world?" "There's no harm in telling you." Dark Kat said. "He's here." "And so am I!" Spider-man's spider senses started buzzing, when a cold metallic arm wrapped around his face, and lifted him into the air. "Doctor Octopus!?" He heard the Black Cat cry out. "How did you get here?!" "Remember, I never engaged you, and your furry friends, I later ran into Landon, and we went in search for the Kingpin, finding him here, on this world." "So Landon's here too?" Doc Oc didn't answer, instead, he let fly with his tentacle and threw Spider-man into the ground. "Not so fast, Doc." Scarlet Spider said, as he leapt into the air, and caught Spider-man before he hit the ground.. "What's this, another Spider-man?!" Dr Octopus said, looking at the Scarlet Spider. "Lets just say, I'm a Different version of Spider-man, from another reality." "Well then." Doc Oc said, turning to face him and the Cat. "Different or not, Your still Spider-man, and I'll defeat you just as easily." His tentacles shot for the Cat and the Spider, and they both jumped out of the way. Spider-man leapt at Doc Oc, and tried to punch him, but the doctor simply knocked him away with a slap of his tentacle. "Gotcha!" Cat cried out as she leapt though the air, and caught Spider-man. "My turn!" Scarlet Spider said, as he raised his fist towards Doc Oc. "Eat stingers!" He fired what looked like three needle like objects from his wrist bands. Oc simply knocked them all away, with a sweeping motion of his tentacles. "You'll have to do better than that." "I can." Doc Oc didn't get time to turn around to see the voice, as he was kicked in the back, by the Black Cat. He was sent sailing across the street. "Now!" Spider-man cried out, as he and the Scarlet Spider both sprayed Doc Oc with webbing, sticking him to the ground. Razor turned around to face Dark Kat. "Just you, and all of us now Dark Kat." Razor said, as they all began to close in on him. Dark Kat back off a little. "I beg to differ." He said. "Attack them my creeplings!" He cried out, and the horrible little purple creatures obeyed their orders. High above the ground, in fact, floating above the roof tops, a lone figure watched the entire battle take place. He was now watching Razor, Spider-man, the Scarlet Spider, and the Black Cat, all fighting Dark Kat and his creeplings. "Hmmmmm." The figure said. "Another Spider-man?" He looked at the Scarlet Spider. His costume was fully red, with the big white eyes, with no black rims around them, like Spider-man's. He wore what looked like a sleeveless parker with a hood, that hung down behind his head, and in the middle of the parker, was a big black spider, like Spider-man's. "The Scarlet Spider aye?" The figure lowered the binoculars, and turned on a walkie-talkie. "Shocker!" He said. "That's your cue, go now!" "Annoying insect!" Doc Oc cried out, as he tore away the last of the webbing. "I'll destroy you all!" "Look out!" Scarlet Spider cried out, as he pushed Spider-man out of the way of two tentacles that nearly flattened him. "He's ba-ack!" Spider-man aid, as he saw Doc Oc heading towards him, and the Scarlet Spider. He turned to Back Cat who was buys fighting off some creeplings. "Think you can handle these things while we take on the Doc?" Spider-man asked. Cat smiled, as she kicked another creepling in the head. "Sure can Spider." She said. Then punched a creepling in the face. "Tag team!" Scarlet Spider cried out, as he and Spider-man sailed past Doc Oc, firing their web shooters. Their combined webbing webbed together two of Oc's tentacles. "Pests!" Doc Oc cried out as he strained to brake the webbing.. "That'll do you no good." "Yes it will." Spider-man said, as he sweep kicked Oc's left leg out from under him. Luckily, Oc used his remaining free tentacles to catch him before he hit the ground. But the Scarlet Spider grabbed his right arm, and tossed him into a lap post. "Ooohhhhh!" Oc moaned, as he slowly got up off the ground. "Had enough?!" Spider-man said. "Or are you thirsty for more?" "Maybe I can quench your thirst, wall crawler!" A blast of sonic energy suddenly hit Spider-man in the back. Spider-man knew that voice from anywhere. "Shocker?!" He cried out. The man stepped out from the shadows. "Correct wall crawler." He said. "You could say that I'm, shocked, to see you." The Scarlet Spider said. Shocker chuckled. "I'll soon have you, shaking, in your suit, Spider-man." He fired a blast of energy at the Scarlet Spider. "The name's the Scarlet Spider, Spider-man's the other guy, but thanks for the compliment." He fired two impact webbing balls at the Shocker, covering his vibro gloves. "What is this stuff?!" Shocker said, as he watched the webbing spread around his gloves, and then, up his arms. "Impact webbing." The Shocker raised his hands, and blasted the webbing of with his vibro gloves. "I'm outta here." Doc Oc said, as he began to scurry away. "Not so fast Doc." Spider-man cried out, swinging after him. "There's still the location of the Kingpin, which I would like to ask of you." "Help?!" Spider-man turned to see the Black Cat being overpowered by the Creeplings. He looked back at Doc Oc, then at the Black Cat. "That's what I love about life." Spider-man said, swinging towards the Cat. "Choices." He looked back at the Scarlet Spider, fighting the Shocker. "Will you be able to handle him Scarlet?" He called out. The Scarlet Spider turned around to face him. "Don't worry about me, just go help the Cat." He called out, as he dodged another blast from the Shocker. "Hang on Cat!" Spider-man called out. "I'm coming!" However, this was all the time the Cat needed, for when Spider-man called out, that distracted the creeplings, long enough for Black Cat to let lose with a furry of scratches, and punches. The Creeplings were completely off her by the time Spider-man arrived. "I handled that pretty well." Black Cat said. Spider-man just shock his head. "Your full of surprises, aren't you Cat." Cat smiled. "Look out!" She cried. "Here they come again." Both she, and Spider-man began pounding into them. Meanwhile, the Scarlet Spider had been lead away from the others. He didn't notes it at first, but then he realised, that he was no longer on the streets, but in an ally. "Hay?!" he cried out. "You lead me away from the battle scene." He jumped over another blast. "Your pretty cleaver." He then leapt at the Shocker, landing a decent blow to the chin. "But not cleaver enough. Now I can really let lose, with out the fear of some one getting injured." "Fool!" The Shocker said, as he got back up of the ground. "My boss wanted me to bring you hear, then knock you out, so that I could bring you to him." "Really?" The Scarlet Spider said, jumping over the Shocker. "How very thought full." "Now I can let lose on you!" The Shocker said, firing at the Scarlet Spider. "Not really." The Scarlet Spider said. He then fired a stinger at the Shocker, who fell to the ground when it hit him in the leg. "All right." The Scarlet Spider said, as he held the Shocker close to his face. "Who sent you?" The Shocker squirmed. "H-he'll kill us both." He said. He looked down at his legs, which he couldn't feel. "Please, don't kill me!" "I'm not the Punisher." The Scarlet Spider said. "But I am tempted, now again. Who is your employers identity?!" Suddenly, his Spider senses started screaming, but too little too late. "Why ask that underling Scarlet, when you can go directly to the source." Suddenly, the Scarlet Spider was blasted head over heals. "H-how did you sneak up on me, my spider senses should have…." He saw the figure standing there. It was the Green Goblin. "My Time Dilation Accelerator." He said. "I used to discover Spider-man's identity, and I used it to sneak up on you." "No!" The Scarlet Spider cried out. "You won't ruin anyone else's life." He leapt at the Goblin, only to fell the full blast of the Goblin's sparkle Gloves, at point blank range. The blast sent him down, hard. "Y-you beat him?" The Shocker said. "Yes." The Goblin said, looking at the fallen body of the Scarlet Spider. "I did your job." He growled at the Shocker. "And do you know what the reward for failure is?!" The Shocker gulped. Meanwhile, back at the bank…. The Black Cat kicked the last of the creeplings away, and looked at Spider-man. "That's them taken care off." She said. "And now, for the main event." Spider-man said, walking towards Dark Kat, who was buys fighting Razor. "Mind if we help?" Cat said, as she kicked Dark Kat in the head, and sent him falling backwards. "Sure." Razor said. "I was kinda getting tried taking him on by myself." Dark Kat wasn't in the mode for games. He raised his laser gun which he held in his paws, and squeezed the trigger. a laser beam shot out of the end of the gun and headed for Spider-man, who was heading for him. In the split second that it fired, Spider-man managed to leap out of the way. Dark Kat's eyes widened. "T-that's impossible." Dark Kat said looking at Spider-man. "Nothing can move that fast, nothing!" "I can Dark Kat." Spider-man said. And with that, he webbed Dark Kat to the wall. The Creeplings began to tear at the webbing, only to be webbed against the wall with Dark Kat. "That didn't take long." Black Cat said. Spider-man looked over to were Viper, and the Metallikats lay, only to find Viper missing. He looked back at the rest of the villains. "Oh well." He said. "Three out of four ain't bad." He was interrupted by the sound of a helicopter landing. He looked over to see a female kat, in a flight suit walk over to him, and Razor. "Thanks Razor." Felina Feral said. "And.. who ever you two are?" she said looking at Spider-man, and the Black Cat. "Felina." Razor said. "Meet Spider-man, and the Black Cat. They're from another world." Felina nodded, not taking her eye's of them. She then looked over at the Metallikats lying, sparking on the ground, and Dark Kat pinned up against the wall. "Who did you manage do all of that?" She asked. "It's a long story miss... uh." "Feral." Razor said to him. "Lt Commander Felina Feral." Spider-man then remembered something. "Oh by the way Felina." He said. "If you see T Bone around, don't trust him." Felina looked confused. "When we were in his world, T Bone ran into this blob type thing that turned him into some sort of monster." Razor said. "We're trying to find him before he hurts anybody." Spider-man interrupted. But before he could say any more, Commander Feral's car pulled up, and a very angry Feral got out. "Do you three know how much damage you've done?" Feral yelled at them. "Leave him alone Feral." Spider-man said pushing him away from Razor. "In case you haven't notes, We've just caught these bad guys for you and stopped them from doing God knows what in the future." Feral growled at him, and then slapped cuffs on Spider-man's hands. "You're under arrest for assaulting a senior Enforcer." However before Feral could say any more, Spider-man snapped the cuffs, and webbed a very shocked Feral to the wall, along side Dark Kat. "Love to stick around for the rest of your babble but I got places to go, people to save. Oh, and don't worry." He said to Feral. "The webbing will dissolve in about an hour." He then fired a web line and swung up to the building witch held the Turbo kat. "Well, shows over, you coming Razor?" He called out. Razor shrugged. "You'll get used to the way he acts." Black Cat said to Razor, as she fired her grappling hook ,and swung up after Spider-man, then Razor fired a grappling hook, and followed Spider-man. "Well now." Razor said, as he landed beside Spider-man. "Now, you've meet Commander Feral." "He's exactly like J. Jonah Jameson." Spider-man said. "Seems I can't escape him anywhere I go." "Look on the bright side Spider." Cat said. "You can web him to the ceiling, make fun at his moustache, and call him pickle puss." Spider-man couldn't help laugh. "You're right Cat." He said. "In fact, I think I'm missing the old man right about…." He suddenly stopped, he just remembered something. "Hay!" He said. "What ever happened to the Scarlet Spider?!" Elsewhere. At that very moment….. The Scarlet Spider got up from the ground. He shock his head clear, and looked up at the figure standing in front of him. "Who are you?!" "Oh please." The Green Goblin said. "I didn't zap you that hard." He smiled, and hovered closer to the Scarlet Spider. "Now that I've found you all, I want to relish the defeat of both Spider-men. Both killed at the hands of their greatest enemy, The Green Goblin." Suddenly, the Goblin's Battle Glider swooped low towards them, and landed. The Goblin smiled. "Ah!" He said. "Our ride is here." He reached out, and grabbed the Scarlet Spider by the front of his costume. "Come along young Ben Reilly. If that is your name." He said. He then tossed the Scarlet Spider onto the wing of his glider, and flew off. "I've got things to do, and places to go." He looked at the Scarlet Spider, lying on the right wing of his battle glider. "You know… I had hoped you'd amount to more. You being another version of Parker and all." "No!" The Scarlet Spider cried out, as he leapt at the Goblin, tackling him, and knocking off the smaller glider, and onto a rooftop below. "I won't let you kill Peter." "I see there's still some fight left in you yet, young man." The Goblin said, getting up. "Very good, though it would have gone easier for you had you just given up!" He then threw a punch at the Scarlet Spider, who caught it with both hands. "That's not who I am Norman!" The Scarlet Spider said. "I don't lie down and die for anyone! Especially not you!" He then twisted the Goblins arm, and punched him in the stomach. The Goblin doubled over with pain. "What do you have planned?" He said. "Dose it involve Peter?" he landed a punch to the Goblins chin. "I'm not going to let you ruin his life, turn it upside down, like you did last time." He landed another punch, sending the Goblin slamming into a five foot high, metal poll, knocking it over. "He and Mary Jane have a life together, and I'm not going to let you destroy it!" "Can I ask you something Ben?" The Goblin asked, as he lay on the ground. "What?" The Scarlet Spider said. The Goblin suddenly swung about, and swung the metal poll into the Scarlet Spider's chest. "Was that the best you have?!" The Scarlet Spider was taken back. "Do you think I'd allow myself to be defeated by you, by the Kingpin, by those cat people, by anyone?!" He slammed the poll into the Scarlet Spider's face. The Scarlet Spider was knocked over, and lay there on the ground. "Ohhhh." The Scarlet Spider moaned. "No, my dear mister Reilly!" The Goblin said. "This is not the way my plan will be carried out!" He then began pounding the Scarlet Spider on the head with the poll like his was hammering a nail with a hammer, tearing his costume. "I've planned to long, and hard to be defeated now." One more final blow, and the Scarlet Spider dropped to the ground, out cold. "That was too easy." The Goblin said. He then reached down, and pulled away the tattered remains of the Scarlet Spider's mask, and took a good long look, at Ben Reilly. "Same looks, same Parker, different costume." He said. He then attached a steel cable to the Scarlet Spider, and then, attaching himself to his battle glider, he flew away, into the porthole, which he'd just opened. He had much to do. Megakat City Docks... "BLAST!" The television screen shattered under the force of a giant red fist. SWAT Carnage then threw the broken T.V. out the window of the warehouse. "He did it again." He began to pace, stopping ever now and then to smash something. "Every time I try to create a little chaos, that blasted Spider-freak shows up and ruins everything." "You mean thisss hass happened to you before?" Viper hissed from behind him. "You don't know the half of it." The Kingpin said from the sidelines. "Twice that miserable insect has foiled my plans, and we will not let him do it again." "Then maybe you should have more realistic goals, my dear Carnage." Kingpin said. "It is better to plan something, rather than improvise, every step of the way." "What do you suggest, Fat man?!" SWAT Carnage said. "Well." Kingpin started. "I suggest that we figure out a way to get rid of those so called, super Hero's, before we start planning to do what ever you plan to do. It's much more logical, than just doing what you plan to do, straight away." SWAT Carnage just growled. "You wouldn't be saying that, if I hadn't found you, the moment I entered this world." SWAT Carnage said. "If not for me, you'd still be wondering around, as helpless as you were back in Crime Central." "I beg to differ." Kingpin said, crossing his arms. "For didn't Landon and Doctor Octopus both find me as well?" His face turned into a mock smile. "I can do very well without you, and your cat buddies. If I want to, I could just leave right now." He then walked over to the window. "Were will the Metallikats, and Dark Kat be taken?" SWAT Carnage said to Dr. Viper. "Mossst likely to Megakat Maximum ssssecuirty prissson." Viper hissed. T Bone then turned around. "If I could think I of a better plan which doesn't involve you four I wouldn't need to bust out those bungling idiots." He then looked at Viper. "Put on your best suit Viper." Carnage said. "Were going to see some friends of yours." Kingpin watched SWAT Carnage, and Dr. Viper leave. He scoffed at them. "Going to free their comrades." He said. "A waist of time. The moment he tries to break them out, Spider-man and his do gooding friends will no doubt arrive to thwart their attempts." "Then what do you suggest sir?" Landon said. "We wait for the good Doctor to come back, with his report." "Well." Doctor Octopus said, as he came into the room. "You wont have to wait long." He dumped the near dead body of the Shocker at the Kingpin's feet. "The Shocker?! Here?!!" He cried out. The Shocker had a blast singe on his chest, and was bleeding badly. Or he was. Doc Oc had patched him up, and he was fine now. "But I thought that we left Shocker, and the rest of the Insidious Six back at Crime Central?" Landon said. "We did." Doc Oc said. "I found him, lying in an ally, like this." "Interesting." The Kingpin said. "I would like to know why." "Then lets find out." Doc Oc said, injecting something into the Shocker's arm. The Shocker then began to wake up. "Oohhhhh." He moaned. "Did anyone get the license number of that truck?" He asked, shaking his head. "I believe it said, your busted." The Kingpin said, as Shocker looked up into his face. "Kingpin?!" He cried out. "What are you doing here?!" "I was about to ask you the same question." One of Oc's tentacles wrapped around the Shocker, and lifted him into the air. "Talk, or the Doctor will try a little squeeze play." "Arrgghh!" The Shocker cried out. "I swear Kingpin, I wasn't trying to --- Arrggghh – trying to d-double cross you or anything. Honest! --- Arrrghhh!" "Than what are you doing here?!" The Kingpin demanded. "I was ---- Arrrggghhh! --- your crushing me!" Doc Oc let go, and dropped him to the ground. "Now, talk!" Kingpin said. "O.k. O.k." Shocker said. "Like I said, after I was knocked out by that cat freak, I was later re- awakened by the Green Goblin. He offered me a huge sum of money, just to take out some Spider-man wannabe." "Then why were you lying half dead, in that ally?!" "The Goblin interfered, and said that I didn't complete my task, so he tried to kill me." He held up his hands in Defense. "I wasn't plotting against you, I swear!" The Kingpin rubbed his chin. "Did the Goblin say why he was in this reality?" The Shocker shook his head. "All he kept saying was, that he had to get even. Who, he didn't quite say." "He could mean me." The Kingpin said. "Then again, he could mean Spider-man. Those two have had a long history together." He clenched his fist. "If only I knew who he was." "Osborn would know." Landon said. "After all, he did create the weaponry for the Hobgoblin, and the Green Goblin uses the same devices." The Kingpin thought for a moment. "Come." He said to the three villains. "There is much to be done." A very angry Commander Feral stormed into his office, pulling of webbing. Felina was behind him trying very hard not to laugh. "Uncle." She giggled. "You should have known better that to go barging up to something we know nothing about." Feral pulled of the last of the webbing, and hung his coat up on the rack. "I don't care what you say Felina." Feral said in an unpleasant tone. "I'm still putting out an A.P.B. on that thing, called Spider-man, plus, I'm ordering shoot to kill." Felina sighed. It was going to be one of those days. Again. New York, OSCROP. The Goblin sat at his desk, looking over a copy of the Scarlet Spiders blood. He was looking at it though a microscope. "Very interesting, mister Reilly." The Goblin said. "Very interesting, indeed." He took it away, and replaced it with another sample. The Scarlet Spider, who was fully awake, struggle against his bonds. "Why did you bring me here Norman?" He said. "And for what propose are you examining my blood?" A smile spread across his face. "Just research, my dear boy." He said. "Just research." Then he spotted something. "What?!" He said. "Amazing!" "What?!" The Scarlet Spider demanded to know. The Goblin walked over to him, and stuck a needle into his arm. Ben Reilly passed out. "All in due time, my boy, all in due time." Megakat City Salvage Yard….. Peter Parker, who was sitting on the couch without his top half to his costume on, was flicking though the channels of the t.v. All the channels were talking about the Robbery which was foiled by two new hero's. Frustrated, he then turned of the t.v. "Something bothering you Spider?" Cat said. Peter looked at the cat. She still had her mask on, but she wore one of Jake's spear clothes, she looked strange. Peter Smiled at her though is mask, which he still had on. "I wish I knew what happened to the Scarlet Spider." He said. "He is me after all. It's just not like him, not like me, to just disappear like that, with out leaving some sort of note, as to were I went." "I'm sure he'll turn up soon." Cat said. "I'm more worried about Kraven, I hope that Kraven is keeping himself out of trouble with Venom. "Kraven can handle himself. I know." Peter said. "It's Venom I'm more worried about. He is most likely to get into a fight with the authorities." "Hay you guys." They both turned to see Jake walking in, dressed in his civilian clothes. "Is there anything interesting on the tube?" Peter then looked at Jake. "Nothing much really." Peter said. "They're all talking about the robbery attempt today. That Feral guy is claiming all the credit for our work." "Typical." Jake said, rolling his eyes Peter looked out the window. "He also wants my ass nailed to a wall." Jake sighed. "You know." He started. "The SWAT kats were framed, twice. The fist time, Dark Kat had teamed up with a villain named Hard Drive, and they framed us really good, but with the help of a friend of ours, we pulled though. then the second time, we were flying past Megakat biochemical, when we saw Dark Kat's creeplings and Dr Viper fighting, so we fired some cement slugs at them, however, we missed and ended up blowing the hell out of the building." Peter didn't look up. "And what did Feral do?" "He wanted to bring us in, but we ended up saving our reputations.. We never thought of turning in our costumes, because we still had villains to fight at the time" Peter looked at him. "Once, a villain called Mysterio framed me, I nearly gave up the costume , but with help from some friends too, I managed to pull though." Then he got up. "Have you ever been framed while in your secret identities?" Razor shock his head. "That's happened to me also." "Wow." Razor said. "You must have it pretty rough." Peter smiled. "You don't know the half of it." Megakat City Docks... The warehouse were the villains had their hideout was empty. A dark figure leapt from the roof, and landed on the floor. It looked around, before leaping out of the room all together. "Carnage was here, we can fell it." Venom said, as he began to web sling away. "Were is he now? We must find him!" Unknown to him, as Venom swung away, he was being watched by another figure. This figure then jumped down into the warehouse. "You are a swift one Venom." Kraven said, as he looked around.. "You almost remind me of my first encounter with the Spider." He sniffed the air. "You are right, the one you call Carnage was here. He has your sent, and it is strong. He couldn't have been gone for more than a few hours at lest." Suddenly, his eyes went wide. He could not only smell the cat people, but he could smell something else. Humans. They had been here as well. There were four of them. Three were human, and the fourth was half human, and half something else, he couldn't quite recognize it. He sniffed the air some more. "The Kingpin." He said. He jumped out of the warehouse and sniffed the night air. "Venom's sent is still fresh in the night air." He said. "I'll be able to find him later, but first, Spider-man must be told of this news." And with that, he went leaping off for the salvage yard. Megakat Maximum security prison Dark Kat sat in his cell muttering to himself. This had only happened to him once, when he had teamed up with that loser, Hard Drive. Now here he was, in prison, again. Suddenly, the door to his cell was ripped of. In the door way stood T Bone. "Well." SWAT Carnage said. "You coming or not?" Dark Kat ran out of the cell, and into the tunnel which Viper had made. SWAT Carnage then freed the Metallikats, and watched leapt into the hole. "You coming?" Mac said to him. "Not yet." Carnage said, looking at the guards running towards him.. "I want to have a little fun first." A few Moments later…. Peter, Cat and Jake were watching David Litterbin when the alarm in the hanger went of. "Duty calls." Jake said, getting up from his seat. They headed down into the hanger, and Jake answered the phone. "Yes Miss Briggs." He said. "Razor." Callie said into the phone. "It's T Bone, he's gone nuts." Jake looked at Peter, and the Black Cat, and they both looked at him. "Why, what did he do?" Razor said, a little shaky. "He busted out Dark Kat, and the Metallikats, with the help of Dr. Viper." Razor thought for a moment as if wondering what to say. "Uhh Miss Briggs." Razor said into the phone. "That wasn't T Bone. That was some sort of creature controlling T Bone." "What?" Callie said. "It's along story." Jake said. "I'll tell you later." He hung up the phone. "Come on Spider-man, Black Cat." He said rushing to the locker. "We've got our first major lead on T Bone." Peter then began to put on his Spider-man outfit, and the Black Cat started putting on hers, and they were ready to go. "I hope we get to T Bone before Feral dose." Spider-man said. Suddenly, before anyone could say a word, a figure dropped down the ladder, and into the Hanger. "We've got an intruder!" Razor said, aiming his Glove-a-trix in the direction of the figure. "Chill." Spider-man said, pushing the Glove-a-trix away. "It's just Kraven." "I have some most disturbing news my friends." He said. "I found the location of Carnage, but he was no longer there. But there is something else." "What?" Spider-man asked. "There were human scents there as well." "How many?" Razor asked. "Four." Kraven said. "Three were human, and one was half human, and half something else, I couldn't recognise it." "That must have been Landon." Spider-man said. "So we now know who's really here. "It's just the Shocker, Doc Oc, the Kingpin, and Landon." He then thought of something else. "What about Venom?" "I can easily find him again." Kraven said. "I just thought you should know this news." "Could you go find him now?" Spider-man asked. "We've found Carnage, he's at a maximum security prison…." Razor butted in. "On the out skirts of the town, out to the west of here." Kraven nodded. "I will do that my friends." He said, and as quickly as he arrived, he was gone." "We'd best be gone too." Razor said, as he climbed into the Turbo Kat. "Lets go find your partner." Black Cat said as the Turbo kat shot out of the runway, and into the sky. Inside the jet. Spider-man was watching the news, for any leads on T Bone. While he was flicking though the channels, he came across one that was still talking about the robbery. The news reporter was talking to a scientist about the new security systems that the bank was installing, and it was giving the system to a professor to work on. The kats name was Professor Hackle. "Hay." Razor said, as he heard Hackle's voice. "That's Professor Hackle, isn't it." What got his attention the most, was the comment Razor said about the fact that he knew him. "This friend of yours." Spider-man said. "Do you think he could do us a favor?" "Yes." Razor said. "But why?" "Never mind." Spider-man said. "Just get us over to him." Razor pulled on the control stick, and flew of to Hackle's home. Professor Hackle was just about to go to bed, when his robotic door bell sounded. It was a laser sensor that detected anything that approached his lab, and let of a series of chimes to let him know, he was about to have visitors. He turned on the monitor to see who it was. He got quite a surprise to see the Turbo kat, but he still opened the door. Razor walked in with Spider-man, and Hackle didn't recognise the two strange creatures with Razor. "Ahh, and who might you two be?" He said to Spider-man, and the Black Cat. "Or should I say, what, might you two be?" Razor interrupted. "Listen Professor." He started. "This is Spider-man, and the Black Cat, and Spider-man says that we need your help." "My help?" Hackle said, a tad bit confused. "Listen." Spider-man said. "Have you heard about T Bone?" Hackle nodded. "Good, you see, T Bone has been taken over by some sort of alien symbiote." Hackles eye's widened with interest. "And we need your help to tackle him." "What can I do my boy?" Hackle said. "Well, the Symbiote has two weaknesses. One, it can't stand fire. Two, it also can't stand loud noises, like sonic noises. We need some sort of sonic blaster to fight Carnage with" "A sonic what?" Razor said. "I know what he means my boy." Hackle said to Razor. He walked over to a locked cabinet, unlocking it, he then pulled out an array of deadly weaponry. "When I worked for the military, the Sonic Blaster was one of my designs, it was a weapon of peace, but they rejected it, saying it had to many draw backs." He tried to lift it, but he was too old. Spider-man then picked it up. "This is just what we need." He said, then signaling Razor, and the Cat to follow, they left. Suddenly Spider-man remembered something. "By the way." He said to Razor. "Who dose T Bone hate the most.." Razor was surprised by this question. "Why?" He asked. "Because, that kat has a one hundred percent chance of being killed. The Carnage symbiote not only bonds with the host, but it improves it as well. And it also feeds of the hatred of it's host, causing the host to practically want to kill any one who pisses him, or her, of." Razor froze for a few seconds. Then Spider-man, as they both realised who it was. "Uh-oh." Razor said. Enforcer Headquarters. Feral was in his Helicopter when the word of T Bone Freeing the Metallikats, and Dark Kat reached him. "So." He said, a smile on his face. "That Hot shot jerk decide to step over the line." He then flipped down the visor of his helmet. "Well, the Enforcers can handle this." He then turned to his pilot. "Megakat Maximum security prison, on the double." Megakat Maximum Security Prison. SWAT Carnage was just about to kill the last guard, when he heard a formula voice. "This is Commander Feral SWAT Kat." Feral yelled down to him from his chopper. "Give yourself up." Carnage grinned. "Ahh." He said. "Just the kat I wanted to see." He then hurled a huge spike at Feral's chopper, sending it crashing into a roof. Carnage Laughed, and jumped over to the chopper, pulling the unconscious body of Feral out of the wreckage. "You know." He said to the knocked out Feral. "I've always hated you, ever since you kicked me out of the Enforcers for what you did to me. IT WAS OUR TAG!" He yelled at him. SWAT Carnage didn't know that Feral was out like a blown bulb, so he continued. "But now, I've meet a very good friend who has shown me the light, and I intend to do something I should have done so time ago." He raised his right paw, turning it into a huge meat cleaver. Suddenly, he was interrupted by the roar of a jet. He looked up into the sky to see the Turbo kat. "So." He said, dropping Feral. "That Ex partner of ours thinks he can upstage me." He moved towards the Plane. "Time to end our friendship." He hurled, three large spikes at the Turbo kat. Razor managed to maneuver the jet, so they would miss the spikes, but another barrage landed in the left engine, and they were forced to crash land. The canopy pooped open, and out jumped Razor, the Black Cat and Spider-man. "The symbiote has completely taken over T Bone." Spider-man said, watching SWAT Carnage as he approached the jet. "Maybe I can reason with him." Razor said. "T Bone. It's me, your partner, Razor." SWAT Carnage stopped. "Don't you remember me?" SWAT Carnage didn't move. "I think it's working." Spider-man said. "Keep it up Razor!" Cat cried. Razor continued. "Buddy, listen to me." Razor said, trying to get though. "Can you get rid of the symbiote?" SWAT Carnage began to quiver a little. "Razor." T Bone said in a weak voice. "There's something you should know." Razor and Spider-man moved closer. Suddenly, T Bone shot out some tentacles and picked up Razor, the Cat and Spider-man. "Fooled ya." SWAT Carnage yelled out, laughing. His laughing was cut short by the arrival of more Enforcer Choppers. 'Ahh." Carnage said, dropping a barley conscious Spider-man. "Some one wants to play." "T Bone." Lt Commander Felina Feral's voice came over the loud speaker. "This is Lt Commander Felina Feral. Stop your activities and surrender for your own benefit." SWAT Carnage laughed at the chopper. "Come on now." He said, reaching up with a large red tentacle and plucking the chopper out of the sky. "Do you take me for a fool?" "She doesn't." Spider-man said behind him. "But I do." SWAT Carnage turned around to see Spider-man carrying a sonic blaster. "Uh oh." SWAT Carnage said. Spider-man pulled the trigger. A blast of sonic energy shot out of the end of the gun, and hit T Bone with full force. SWAT Carnage dropped the chopper and screamed with pain. Spider-man didn't lay off him, he kept on firing at SWAT Carnage, sooner or later, the symbiote would have to get off him. "The pain, the PAIN!" SWAT Carnage screamed. Suddenly, a long red tentacle shot out and knocked the Sonic Blaster from Spider-man's hands. "What the?!" Spider-man cried out. "That hurt." SWAT Carnage said. "Now, I'm gonna make you hurt!" "The only one who's going to kill the wall crawler, is us!" A familiar voice cried out. "Huh?!" SWAT Carnage said, as he turned around, only to have a huge black hand clamp down on his head, and lift him into the air. "Surprised to see us?" Venom said, as he held the struggling SWAT Carnage over his head. "I know we are." He then threw SWAT Carnage into a wall. SWAT Carnage hit the wall, and fell to the ground. Growling, he got up. "How did you get here?" He said. "We thought we left you in that dead dimension with hot head?!" "We escaped." Venom said. "And now, we want to tear you limb from limb!" "You're welcome to try!" SWAT Carnage roared, as he shot spikes towards Venom. Venom jumped over them, and fired his webbing at SWAT Carnage, wrapping him up, then he hurled him over his shoulders, and onto the ground. SWAT Carnage then used his symbiote to break free from the webbing, and he jumped to his feet. "You got lucky." SWAT Carnage said. "But lets see how long that luck lasts!" He then morphed his paws into double-bladed axes, and leapt at Venom, trying to slice him in half. Razor, Felina, Spider-man, and the Black Cat all watched, as Venom, and SWAT Carnage both wrestled with each other. "Do you think we should help?" Razor asked. "It looks as if Venom has all intention of killing T Bone." "If we try to interfere, Venom will just try to kill us." Spider-man said. "It's best we wait until one of them is nearly down, and we use the sonic blaster." "Am I not too late?" Kraven asked, as he landed behind the group. "Kraven!?" Razor said. "Nope. The party just got started." "Well, were all here." Spider-man said. "Save the Scarlet Spider." "Hay your right." Cat said. "I wonder what happened to him. I hope he wasn't injured." "Felina?" Razor said. "Yes Razor?" She said. "Were any creatures looking like Spider-man arrested?" Felina looked at him. "No, not that I know off." "Do you think the Kingpin could have gotten to him?" Cat asked. "If they did, they didn't take him to the warehouse, I didn't smell his scent there at all." Kraven said. "Speaking of the Kingpin." Spider-man said. "Where did he vanish off to?" Suddenly, SWAT Carnage was thrown over their heads, and landed on the ground. Venom was soon in front of him. "You thought you could defeat us?" Venom said, lifting him off the ground. "You may be our spawn, but that doesn't mean you can't defeat us." He pulled back his fist ready to deliver a death punch. "Say aloha!" He said. "Venom, NO!!!" Razor cried out. Venom spun around, and knocked Razor head over heals. "This is Carnage!" Venom said. "We must destroy him, at all costs." "But Venom, there is an innocent life, being controlled by Carnage, we have to free him." "No life is innocent if they are being controlled by Carnage!" Venom roared. "Try to prevent us from destroying him, and we will destroy you!" "Sorry to do this!" Kraven called out, as he threw a pair of bolas at Venom. They hit their target, and Venom was wrapped up. Venom screamed in rage as he flexed his muscles in order to break the bonds. "And I'm sorry to do this!" Spider-man said, as he aimed the sonic blaster at SWAT Carnage, and pulled the trigger. Both Venom and SWAT Carnage screamed, as the noise was getting to them. Spider-man was careful to make Venom take the full brunt of the blast, for he knew that Eddie Brock would not survive a separation attempt. He moved forward, making sure that SWAT Carnage took the full brunt of the sonic blaster. Then the symbiote leapt off T Bone's body. "Ohh." T Bone moaned. "W-what happened." "It's a long story T Bone." Spider-man said. "Spider-man." Felina said running over to them. "Are T Bone and Razor all right?" "They should be o.k." Spider-man said helping up Razor. "I've been through that kind of treatment before." Then something crossed his mind. "Oh my god." He said, looking around. "Where did the symbiote go?" "Right here web man!" Everyone turned to face Carnage, standing next to the Kingpin, Landon, Shocker, and Doc Oc. "Kassidy? Is that you?!" Spider-man said, looking at the much slimmer Carnage. "Sure is!" Carnage said. Spider-man was stumped. "How?!" "I took the liberty of using my Time Dilation Accelerator to find Mr Kassidy, then when I promised him to reunite him with his symbiote, he promised to help me destroy you!" "And I'm going to rip you to pieces." Carnage said, moving towards Spider-man. "You'll have to get through us first." Cat cried out as she and Kraven both leapt at Carnage. "O.k." Carnage said, and he both knocked them out of the way, with a sweep of two tentacles. "No! Cat!" Spider-man cried out, as he punched Carnage in the face. "Nice try, web man!" Carnage said, punching him back, and knocking him to the ground. "But I heal pretty fast." He then lifted up the struggling Spider-man. He then morphed his right hand into a huge double-bladed axe. "Lets see how fast you heal." "Stop!" Venom fly kicked Carnage in the face. "Spider-man is ours to destroy, and ours alone!" "I wanted a rematch!" Carnage said as he threw a punch at Venom, who caught it, and punched Carnage back twice as hard. "Then, we'll give you just that." Carnage jumped on Venom, bringing him to the ground, and they both began rolling over one another, landing punches. "Cat, Kraven, you two o.k.?" Spider-man asked, rushing over to them." "The Hunter heals very fast Spider-man." Kraven said. Cat got up. "And so do I." She said, brushing up against him. "You have nothing to worry about." "I still would have liked to know how the symbiote survived the last time I encountered it." Spider-man said, looking at Venom, and Carnage rolling around on the ground. "Well." T Bone said. "I learnt that answer while I was with Carnage. When the other Peter Parker was freeing himself from Carnage in the Spider-wars, Carnage knew what Peter intended to do, and left a small piece of himself on a brick wall before he jumped into that black hole, destroying himself and the symbiote. The small piece that was left behind, attached itself to Madame Web's machine and stayed there until it was full grown, then it headed back to your world to get revenge, and ran into me instead." ===================================================================== ======== If you have no idea what I'm talking about, E me and I'll explain. If you've seen the "Spider-wars", chapter one, and two, you'll know what I'm talking about. ===================================================================== ======== "Yeow!" Spider-man said. "Yeow, is right wall crawler." Shocker said, from behind them. "Now, we can finally get our revenge on you!" Spider-man looked at his team around him. Black Cat, Kraven, and the SWAT Kat, T Bone. "Shall we?" He asked them. They all smiled. "Lets shall." T Bone said. They all charge the four billions standing there. "Shocker! Octopus! Do something!" Landon cried out. "Calm your self Landon." Kingpin said. "Lets calmly make our exit, while the doctor and the Shocker keep them occupied." Then, Landon, and the Kingpin both walked away, watching their two hired thugs as they fought a hopeless battle. Kraven dodged the Shocker's sonic blasts, as he leapt, jumped, and twisted, though the air, finally landing a decent blow to the criminals chin. T Bone fired mini turbo blades at Doctor Octopus, but he just deflected them with his arms. However, he was no match for the combined fly kick of the Black Cat, and Spider-man. "Done, and done." Spider-man said, dusting off his hands, looking at the crumpled bodies of the Shocker, and Doctor Octopus. "One last detail." The Cat said, as she walked up to the Doc, and tied up his arms, in a bow. "I'd like to see him get out of that!" "Lieutenant, if you please." T Bone said, pointing at the two criminals. Felina smiled. "My pleasure." She said, and slapped the cuffs on the both of them.. "You two have the right to remain silent, you have the right to…." She droned on, as she lifted them both up, and began escorting them away to a waiting chopper, with a few more Enforcers. Razor got up from the ground. He then saw T Bone. "T Bone." He cried. "Your all right." "I'm o.k. buddy, I'm free now." "Just a minute you three." Commander Feral said getting up. "There's still the matter of T Bone freeing those prisoners." Spider-man decided to but in again. "Are you like really stupid, or do you hate being up staged or something." Spider-man said to Feral. Feral took one look at him, and turned red with anger. "YOU!" He cried. He pulled out a gun and pointed it at Spider-man. "Your not getting away from me this time." Spider-man just webbed his gun. "Did you know, your about the one hundred, and twenty first person to do that to me, and get that kind of reaction." Spider-man said. "Don't worry guys." Felina yelled to them, over the noise of the propeller of the chopper. "I'll clear everything up at H.Q." they smiled at her, giving the thumbs up, as she flew off. "We'll come back and pick em up later." Spider-man said. "Now for the Fat man." But the Kingpin, and Landon, were no where to be seen. "They left without saying goodbye!" The Cat said, crossing her arms. "We'll get to that part later." T Bone said. "Right now, how about we concern ourselves with them!" He said, pointing at Venom, and Carnage, who were beating themselves senseless. "Give it up old man!" Carnage said, as he flipped Venom over his shoulder. "You can't beat the younger generation." Venom fired a web line that connected with Carnage's ankle. "But we're more experienced." Venom said. "We have Spider-man's powers." He then pulled hard on the line, bringing Carnage to land of his back. "And that's an advantage over you." He then got to his feet, and jumped on top of Carnage, as if to crush him with a body slam. "I don't think so dad!" Carnage said, as he raised his feet, and kicked Venom in the stomach, and then, pushed hard, sending him flying. "Your going to die soon pops!" Carnage said, getting to his feet. "And I think I want my cut ---" The moment he said 'cut, his fingers turned into sharp knives. "---of the family inheritance now!" He leapt at Venom, bearing down on him with his knives. At the last moment, Venom rolled out of the way, and got up. Carnage swiped at him with his claws just barley missing Venom, and then, nicking him on the arm. "First blood is yours." Venom said, as he dodged another swipe. "Last blood ---" He then reached out, and grabbed the top of Carnage's head. "--- is ours!" Venom then slammed Carnage's head into the ground. Then he brought it back up, and did it again. Carnage's face was bleeding. "They say that a symbiote heals fast.." Venom said, picking up Carnage by his feet. "Lets test that theory!" Venom then began swinging Carnage around, and on the third turn, he let go of Carnage and sent him sailing into a solid brick wall. "Ow!" Carnage moaned as he tried to get up, but fell down. "Nap time son." Venom said. "Venom!" Spider-man called out. "He's had enough!" Venom turned around to face Spider-man. "And now, that leaves you, wall crawler!" He then went to pick up Spider-man. "I wouldn't!" T Bone said. Venom looked around. The Black Cat, Kraven, Razor, and T Bone all stood there, all ready to defend Spider-man. "Leave him alone Venom!" Cat said. "Or we'll be forced to hunt you!" Kraven said. Venom backed off. "This got lucky, this time punk." Venom said. "But next time, you won't be so lucky." "I'm sorry Venom." Spider-man said. "But there won't be a next time." "What?!" Venom said. "What do you mean?!" Spider-man raised the sonic blaster. "I'm sending you back to wear you came from." "You separate us from Eddie Brock, you'll kill him." Venom said. "We know you too well, Wall Crawler. You won't do it." Cat smiled, and held up the Time Dilatation Accelerator which they had taken from the Green Goblin. "We don't want to kill you." "Mealy trap you." Kraven said. Spider-man pulled the trigger. Venom screamed in pain, as he was bombarded by sonic energy. "NOW!" Spider-man cried. Kraven leapt towards Venom, and turned on the Time Dilatation Accelerator. "NO!!" Venom cried out, as he fell into the Port Hole. "And now for the other one." Kraven said, he then picked up Carnage, and threw him in as well. Then he turned it off. "So much for that." Spider-man said. "Now for the Kingpin. Kraven, would you do the honours?" Kraven sniffed the air. "They went that why." Kraven said, pointing back to Megakat City. "Then lets go!" T Bone said. "Kraven." Razor said. "Can you lead us in the direction that they went in, while we follow." "Sure I can." He said. He then leapt off, jumping over the prison wall, and heading towards the city. "Lets go Cat." Spider-man said, as he and the Cat both swung off after Kraven. "Lets take the Cyclotron, buddy!" T Bone said, as they headed for the jet. High above the night sky, the Green Goblin watched all the events take place below. He looked through his binoculars as he watched the SWAT Kats drive off in their cyclotron. "Everything's going as according to plan." He said. He then turned on his portable Time Dilatation Accelerator, and flew into the port hole, laughing. Kraven the Hunter ran down the leapt from building to building, until he came to a stop. Spider-man and the Cat landed beside him, next came the SWAT Kats. The all gasped. They were standing outside the Salvage yard. "The trail stops here." Kraven said. "What do you mean, stops?!" T Bone asked. "I mean, stops, as in just disappears, vanishes without a trace." Razor scratched his head. "How?!" Suddenly, Spider-man's spider senses started to buzz, he and Kraven both turned around, to see a black porthole open up, and out came the Kingpin. "How, did you do that?!" Spider-man asked. The Kingpin smiled. "Landon and I went back to New York to OSCORP, to see Norman Osborn, to discus the true identity of the Green Goblin, but we found something much more interesting." He pulled apart his shirt, to reveal a portable Time Dilatation Accelerator, strapped to his chest, like the Green Goblin had done. "We found the plans to the Time Dilatation Accelerator lying in Osborn's office, so we took them, and created this device you see before you." He readied himself for an expected attack from Spider-man. "Now I can destroy you all!" "Not if I can help it!" Spider-man cried out, leaping at the Kingpin. The Kingpin, turned on the machine, and Spider-man flew right into the open porthole. "Now, I can destroy my greatest enemy of all time!" And he too, jumped into the porthole. "SPIDER!!!" Black Cat cried out, leaping for the porthole, but it closed before she could reach it. "Oh my god!" Razor said. "T Bone, we've got to do something!" "What?!" T Bone cried out. Razor thought for a moment. "I've got it!" He said. He then turned to Kraven. "Kraven, do you still have our Time Dilatation Accelerator?" Kraven nodded, pulling it out. "Good." Razor said. "What are you going to do Buddy?!" T Bone asked. "We're going to save Spider-man." He then turned on the porthole, and the SWAT Kats jumped in, but before the Cat, and Kraven could, the porthole closed. "It must be low on power." Cat said. "They should hurry up, or they'll be trapped in limbo forever." "Wait!" Kraven cried out, sniffing the air. "I sense dang…..." Suddenly, he and the Black Cat were both blasted in the back. They both cried out, and went down. Out cold. Limbo….. The Kingpin floated in space, as he looked at the floating body of his arch foe. "I'm finally going to destroy you, Spider-man!" The Kingpin said, as he floated towards his nearly beaten foe. "And I'm going to enjoy this." Suddenly, another porthole opened, and out came the SWAT Kats. "Not so fast Kingpin!" T Bone cried out. "Yeah!" Razor said. "Put Spider-man down!" The Kingpin turned to face the two SWAT Kats. "Oh come on now." Kingpin said, tossing Spider-man away. "You really don't believe that you two, you, cats, can defeat the Kingpin of Crime?!" T Bone cracked his knuckles. "Only one way to find out." He said. The Kingpin growled. "Very well." He said, floating towards them. "I'll grant you a demise with dignity." "Just try it!" Razor said, firing a spider missile at the Kingpin. "No fool am I, cat!" Kingpin said. "The Kingpin never falls for the same trick, twice." He put out both his hands, and caught the missile, before it could wrap around him. "Dang!" T Bone said, as the Kingpin tossed away the ropes. "Dang is right." He said, charging at them. "I believe I have a nice bear hug which I believe you both missed out on, last time you were in my home." He then grabbed the two SWAT Kats, and began to crush them, in his arms. "And like you too, Kingpin!" Razor said. "We don't fall for the same trick twice." Razor managed to loosen his right arm, and he raised his glove-a-trix, and pointed it at the Kingpin's surprised face. "Huh?!" The Kingpin said. "Deploy mini Tar-pedos!" Razor cried out, and the Kingpin was sent spinning away into limbo, a face full of tar. "Yes!" T Bone said. "Down for the count." "I hardly think so!" They turned around, to see the Kingpin swimming towards them. "For all you've succeeded to do, is anger the Kingpin, and nobody angers the Kingpin, and lives to tell the tale!" T Bone threw a punch at the Kingpin, who caught it, and began to crush T Bone's glove-a-trix. Sparks flew, as the glove was crushed. "He's c-crushing my p-paw!" T Bone cried out, as he struggled to withdraw his paw from the doomed Glove-a-trix." "No!" Razor cried out, as he swiped at the Kingpin, drawing blood along his face. "Aaarrrggghhh!" The Kingpin hollered out. "You annoying animal!" He cried out, as he threw T Bone away. "You'll pay for that!" He then grabbed Razor by the throat, and began to strangle the life out of him. "Nobody picks on my partner, and gets away with it!" T Bone shouted, as he fly kicked the Kingpin in the head. "Die!" The Kingpin roared, as he grabbed T Bone around the neck, and banged both his, and Razor's together, knocking them out. Smiling, he looked at both unconscious cats. "I'll make this quick." The Kingpin said. "So will I!" The Kingpin turned around, just in time to see the foot of Spider-man land in his face. The Kingpin was sent spinning away.. Spider-man watched as the Kingpin floated away in Limbo. "You wanted to fight me Kingpin, well, now is your chance." He then swam over to the Kingpin, and ripped the Time Dilatation Accelerator, off his chest. "No!" The Kingpin cried out. "Sorry Wilson." Spider-man said, turning it on. "Your going back home, without your toy." He then threw the Kingpin into the Porthole. "Phew." Spider-man said. "Now to get back to the others." He turned on the Kingpin's device, and grabbing the unconscious SWAT Kats, he leapt though the porthole, back to the salvage yard. "Hay guys." Spider-man called out, as he leapt out of the porthole, dragging the SWAT Kats. "We're back!" He stopped. This couldn't be the right place. He looked around some more, and saw the wreckage of cars, jets, tanks, and boats. This was the salvage yard. But there was a fog surrounding the salvage yard. It was spewing out of a jack-o-lantern, and it was knee deep, and flowed all over the ground. "What the hell's going on here?" He whispered. As he walked around, he tripped over something. Picking it up, he saw it was the unconscious body of Kraven the Hunter. "What the?!" He cried out, felling below, he found the unconscious Black Cat as well. "Who got the drop on the Black Cat, and Kraven?!" He said. Suddenly, his spider senses started going ballistic. "Ah ha ha ha ha ha ha hah!" He recognised that laugh anywhere.. He dropped the Cat, and Kraven, and turned around, to see the Green Goblin, hovering above the Salvage Yard, glaring at him. "Welcome back Spider-man." He said. "I knew that you'd return from there." "Osborn." Spider-man said. "How did you get here?" The Green Goblin tapped his chest. There was another miniaturized version of the Time Dilatation Accelerator. "You forget Parker." He called out. "It was I, who created the miniaturized version of the Time Dilatation Accelerator, and I could just as easily have made another one." He flew down into the Salvage yard. "So I decided to pay you a little visit." His eyes narrowed. "Before I visited your lovely wife. Mary Jane Parker." "No!" Spider-man cried out, as he leapt at the Goblin. "I won't let you harm her!" The Goblin just laughed, as he hurled a pumpkin bomb at Spider-man, as it connected, it exploded, and produced a green coloured gas. "Knock out gas!" Spider-man moaned, as he accidentally inhaled some of it. Coughing and spluttering, Spider-man fell to the floor of the salvage yard, were he lay, hardly able to move. "The gas should keep you in this weak state for a short while." The Goblin said. "When it wears off, I will be able to extract my revenge." "What do you want Norman?" The Goblin smiled. "What do I want?" He said. His face turned to a snarl. "Everything Parker, everything you have, everything you ever had, and everything you might hope to have!" He moved closer to Spider-man. "But most importantly, I want your life!" "Why Norman?" The Green Goblin grabbed Spider-man by the front of his costume.. The Goblin's eyes glared down at Spider-man's face, his teeth grinding. "Why?" He said. "Because, it's always been about you and me Peter." He said. "It always had to come down to this moment. I've always known that I would someday have my vengeance against you." Spider-man kept his cool. "What have you done with the Scarlet Spider?" Spider-man demanded. The Goblin almost grinned. "Oh, him." The Goblin said. He then reached into the mist and pulled out a crippled body. "Recognise your blond headed counter part?!" He said. Spider-man's eye's widened under his mask. "Ben?" He said. The Goblin held the Scarlet Spider in his left hand by the back of his costume. Ben's mask had been ripped off, and the upper part of his costume, around the shoulders, had been torn away. Along his arms was also torn. Ben's right side of his face was bruised and bleeding. "Yes." The Goblin said. "Good 'ol Ben Reilly. The real Peter Parker from his world." He smiled. "I performed a few testes on him and discovered something rather interesting about him." He held Ben closer to Spider-man. "This thing here --- this Ben Reilly --- He's a clone, Peter. Always has been." He tossed the Scarlet Spider away, over to his left. "A victory over him means nothing to me. His life means nothing to me. It's just a shadow." He then tossed Spider-man beside Ben Reilly, and reached down to his shoulder bag, and pulled out a pumpkin bomb. "It's you I want to kill Peter." He said. "You, the real Peter Parker. I don't need to waste my time trying to kill something that's a copy." He pulled back his arm, preparing to throw the pumpkin bomb at Spider-man. "NO!!!" Spider-man cried out, as he leapt forward, and landed a mighty punch to the Goblin's jaw. The Goblin was knocked off his glider, and he dropped his pumpkin bomb, and was sent flying into a pile of crushed cars. "Fool!" The Green Goblin cried out, as he emerged from the wreckage of the cars. "Do you think it would have been that easy for you to defeat me?!" He picked up two handfuls of wreckage and tossed them in Spider-man's direction. "I waited too long, for this moment. The moment, when I finally deliver the death blow to my most hated enemy!" Spider-man twisted and turned, as he dodged flying tiers, bumper bars, and radiator fans. He landed on the ground, pressing himself flat, to allow the remaining wreckage to pass overhead, as he then sprung forward, landing a painful kick to the Goblin's face. The Goblin wasn't knocked over. He smiled at Spider-man. "It's going to take more than that to knock me out!" He cried out. And with that, he then reached into his bag, and started throwing pumpkin bombs at Spider-man. Suddenly, Spider-man's spider senses started to kick in. Spider-man just managed to jump out of the way, as a few stingers slammed into the goblins chest, sending him flying into another pile of cars. "Who the?!" Spider-man cried out, turning around. "BEN!?!" He cried out, as he saw Ben Reilly laying there, holing up his hand, as he had fired the stingers at the Goblin. "Thanks Ben." Spider-man said, flashing him the thumbs up. Ben smiled. "It was the least I could do, Peter." He said. "Now do me a favour, and kick his ass." Spider-man turned back to the Goblin. "Will do Ben." He said. "Will do." He then saw the Goblin getting up out of the wreckage. "I'm not done with you yet Parker!" The Goblin cried out. "Still kicking Goblin?" Spider-man said, as the Goblin raised his sparkle gloves, and began firing blast, after blast at Spider-man. "Please!" The Goblin said. "I may be a lunatic -- But I'm not stupid enough to build a costume without placing in some sort of armour. Now will you do me a favour and die!!" he screamed out, firing another blast at Spider-man. Spider-man leapt from car to car, as he dodged every blast fired by the Goblin. Norman was smart, he wasn't going to allow Spider-man the chance to set up some sort of trap. "You can't keep this up forever, Norman!" Spider-man cried out, as he ricocheted of a wrecked car. "Neither can you, Parker!" The Goblin yelled out, as he fired yet another blast. "But that's were your wrong Goblin!" Spider-man called out, he then leaped forward, and somersaulting, over the sparkle blasts, he managed to smash the Goblin fear, square on his jaw. "Your fast Peter!" The Goblin said, punching Spider-man back.. "But not fast enough!" The Goblin delivered another punch to Spider-man's face, then tackled him to the ground. "Do you realise how long I've waited for this moment?!" He cried, as his hands curled around Spider-man's neck. "Do you know how long I've induced the cold darkness of Limbo, for this moment in time, that I knew would come?!" He then began to chock off Spider-man's air supply. "Finally, the Green Goblin will destroy his greatest enemy." Spider-man looked up into the Goblins clod, evil eyes. "Farewell, Peter Parker!" He hissed. With one last burst of strength, Spider-man angled his legs, under the Goblin's chest, and with on mighty thrust, he sent the Goblin flying. "Farewell, Norman Osborn!" He cried out. The Goblin was sent skidding along the dirt ground, were he slammed into the wall of the garage. "I had you at my mercy!" The Goblin cried out, still on the ground. "How could this have happened. Why won't you just die?!" "Because." Spider-man said. "You'd win, and I'll never let that happen!" The Goblin growled, as he got up, he kicked something metal. His glider, growling, he got back on it. "That dose it!" He cried out. He shot straight towards Spider-man. "Now you've made me ---" At the last moment, Spider-man nimbly jumped over the Goblin. "-- mad?" At the speed of 240kmh, the Green Goblin slammed straight into a pile of wrecked tanks. The Explosion was tremendous. It hurled Spider-man over to the other side of the junk yard. "OSBORN??!!" He cried out. Leaping over some more wreckage, Spider-man hurried back to the sight of their battle. "Norman, where are you?!" Spider-man screamed out, searching for the Goblin. "Ooohhhhh." Spider-man tossed away some twisted metal, and found the badly burnt body of the Green Goblin. Spider-man held his nose. "Phee - yew!" Spider-man said. "Jesse Goblin, you smell like rancid barbecue." The Green Goblins clothes were nearly burnt to a crisp.. His mask, gloves and boots remained, along with his boxer shorts, and some other parts of the costume, but they were hanging on by threads. "Ooohhhhhh." The Goblin moaned. "Where am I?" He got a better look as to were he was. "Spider-man?" He tried to get up but he couldn't. "Easy Osborn." Norman had no idea were he was. "Were am I?" He said again. "And what am I doing in this burnt costume?" Spider-man realised what was going on. "He has no memory of the Green Goblin." He took a look around the Salvage yard. During their battle, the jack-o-lantern had been destroyed, and the fog, was disappearing. "Ohhhhhh." T Bone moaned, as he got up off the ground. "What happened?!" Razor looked at his paws, then pinched himself. "Were still alive." He said. "That's a good sign." He spotted Spider-man, holding Norman Osborn. "Spider-man, what happened?!" Spider-man smiled. "The end, I hope." He said, looking down at Norman, who had passed out." "Holy kats!" T Bone said. "What happened to the Scarlet Spider?!" Ben Reilly slowly picked himself up off the ground. "The Goblin, that's what." Reilly said, putting his hand on his head. He still had one major head ache. "Ow!" Cat said, as she started to come around. "What hit me?" Slowly, Kraven got up off the ground, and he helped the Cat, as well. "Scarlet Spider?!" Kraven said, when he saw Ben, bruised, and beaten. "I'll live." Ben said, using a broken car door as support. He grabbed his stomach. "I think I have a broken rib." "Could somebody please tell me what just happened?!" Cat cried out. "Lets go inside Cat." Spider-man said, picking up Osborn. "I'll explain everything." One long explanation later..... "…..Then I found Osborn like this, and the SWAT Kats woke up.." Kraven dabbed the water filled cloth over Osborn's for head. "Will he live?" Razor asked, looking over at the unconscious Norman Osborn. Kraven nodded his head. "He has suffered great injuries, but he'll live to see the next day." "That's a relief." Spider-man said. "I just hope that this time, the Green Goblin stays dead this time." "Only time will tell." Kraven said. "Only time will tell." "So what happens now?" Ben asked, as he felt the bandages applied to his head. "We head home." Spider-man said. "Right after we pick up Doc Oc, and the Shocker." He turned to the SWAT Kats. "I don't suppose you could give us a lift, could you?" Some time later…. Spider-man was waiting on a roof top, with The Scarlet Spider, Kraven, the Black Cat, and Doc Oc, and the Shocker, both in cuffs, and looking very unpleased. When the SWAT Kats came he waved to them, and they landed. "Well." Spider-man said to them.. "It was fun while it lasted." T Bone rolled his eye's. "Not for me it wasn't." He said. "Do you know what that symbiote thing fells like?" Razor and Spider-man looked at each other, and laughed. "I'll tell you later." Razor said to his partner. He then turned to Spider-man. "I think you'll be needing this." He handed Spider-man Dr Ohn's Time Dilation Accelerator, which they had gotten repaired at Professor Hackle's lab. They had destroyed the Green Goblins new machine, along with the Kingpin's. Now they had they're original one left. Spider-man took one last look at the SWAT kats. "Maybe I'll see you guys around some time." He said as he opened the porthole. "Maybe." Razor said. "Just don't bring any of those symbiote creatures again" They all laughed. "See ya." Spider-man called out, as he jumped, and the rest of the gang, jumped into the worm hole. No sooner then they all jumped into the hole, then it closed up. The SWAT kats stood there for a moment. Suddenly they were interrupted by there radio crackling to life. "Attention all enforcer units." The voice said. "Dark Kat, Dr. Viper, and the Metallikats are holding up city hall, proceed at once to the area." The SWAT kats looked at each other, and smiled. "Our work is never done." T Bone said, as the Turbo kat took off for city hall. An Hour Later…. Spider-man landed on a cold hard floor, with Norman Osborn in one arm, and the Goblins shoulder bag around his other. He looked up. He was in Crime central, and it was empty. Spider-man had spent the last hour, returning Kraven, and the Black Cat to their proper places in the world, then he returned Ben Reilly to his world. Ben had been upset at the fact that he was the clone, and that the real Peter Parker had died, but he'd soon get over it. Then he'd taken the Shocker, and Doc Oc to a New York, Maximum Security Prison, and locked them away, for a long time, or at least till some one decided to break them out. He looked at the table were the Kingpin had sat. The plans for the miniaturized version of the Time Dilatation Accelerator were missing. The Kingpin, or Silvermane had taken them. But the larger version of the Time Dilatation Accelerator was still standing. "Silvermane, and the Kingpin?" He said. "Either one of them has the plans of the miniaturized version of the Time Dilatation Accelerator." He smiled under his mask. "Maybe there's still a need for Spider-man to exist in this world." He lifted Norman onto his shoulders. "Come on Osborn." He said. "Time to get you home. He took one last look, at the Time Dilation Accelerator, then he took out a pumpkin bomb from the Goblins shoulder bag, and threw the pumpkin bomb at it, blowing it up. He took a moment to watch the burning flames consume the devise that brought a lot of weird things into his life. Then walking out to the window, he fired a web line and swung of towards the nearest hospital. It was finally over. Then Spider-man remembered the devise he was carrying in the Goblin's shoulder bag. He stopped web slinging, and landed a roof top. Reaching into the bag, he pulled it out. This was the last know copy of the Time Dilatation Accelerator. He then crushed it in both hands, and walking over to the edge of the building, he scattered the broken machine into the wind. Spider-man stood silently, as he watched the machine parts disappear, then firing a web line, and picking up Osborn, he swung off towards the setting sun. END.